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Exhibit 3.2
     97




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TABLE OF CONTENTS
 PageARTICLE IOFFICESSection 1. Registered Office
    
    
    102Section 2. Other Offices
    
    
    102ARTICLE IIMEETINGS OF STOCKHOLDERSSection 1. Place of Meetings
    
    
    102Section 2. Annual Meetings
    
    
    102Section 3. Special Meetings
    
    
    102Section 4. Notice
    
    
    103Section 5. Nature of Business at Meetings of Stockholders
    
    
    103Section 6. Adjournments
    
    
    105Section 7. Consent of Stockholders in Lieu of Meeting
    
    
    105Section 8. Quorum
    
    
    105Section 9. Voting
    
    
    106Section 10. Proxies
    
    
    106Section 11. List of Stockholders Entitled to Vote
    
    
    108Section 12. Record Date
    
    
    108Section 13. Stock Ledger
    
    
    109Section 14. Conduct of Meetings
    
    
    109Section 15. Inspectors of Election
    
    
    110ARTICLE IIIDIRECTORSSection 1. Number of Directors
    
    
    110Section 2. Nomination of Directors
    
    
    110Section 3. Vacancies
    
    
    113Section 4. Duties and Powers
    
    
    113
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PageSection 5. Meetings
    
    
    113Section 6. Organization
    
    
    114Section 7. Resignations and Removals of Directors
    
    
    114Section 8. Quorum
    
    
    115Section 9. Actions of the Board by Written Consent
    
    
    115Section 10. Meetings by Means of Conference Telephone
    
    
    115Section 11. Committees
    
    
    116Section 12. Compensation
    
    
    116Section 13. Interested Directors
    
    
    116ARTICLE IVOFFICERSSection 1. General
    
    
    117Section 2. Election
    
    
    118Section 3. Voting Securities Owned by the Corporation
    
    
    118Section 4. Chairman of the Board of Directors
    
    
    119Section 5. President
    
    
    119Section 6. Vice Presidents
    
    
    119Section 7. Secretary
    
    
    120Section 8. Treasurer
    
    
    121Section 9. Assistant Secretaries
    
    
    121Section 10. Assistant Treasurers
    
    
    122Section 11. Other Officers
    
    
    122ARTICLE VSTOCKSection 1. Form of Certificates
    
    
    122Section 2. Signatures
    
    
    123Section 3. Lost Certificates
    
    
    123Section 4. Transfers
    
    
    123Section 5. Dividend Record Date
    
    
    124
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PageSection 6. Record Owners
    
    
    124Section 7. Transfer and Registry Agents
    
    
    125ARTICLE VINOTICESSection 1. Notices
    
    
    125Section 2. Waivers of Notice
    
    
    125ARTICLE VIIGENERAL PROVISIONSSection 1. Dividends
    
    
    126Section 2. Disbursements
    
    
    126Section 3. Fiscal Year
    
    
    126Section 4. Corporate Seal
    
    
    127ARTICLE VIIIINDEMNIFICATIONSection 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or
in the Right of the Corporation
    
    
    127Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation
    
    
    128Section 3. Authorization of Indemnification
    
    
    128Section 4. Good Faith Defined
    
    
    129Section 5. Indemnification by a Court
    
    
    130Section 6. Expenses Payable in Advance
    
    
    130Section 7. Nonexclusivity of Indemnification and Advancement of Expenses
    
    
    131Section 8. Insurance
    
    
    131Section 9. Certain Definitions
    
    
    132Section 10. Survival of Indemnification and Advancement of Expenses
    
    
    133Section 11. Limitation on Indemnification
    
    
    133Section 12. Indemnification of Employees and Agents
    
    
    133
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PageARTICLE IXAMENDMENTSSection 1. Amendments
    
    
    133Section 2. Entire Board of Directors
    
    
    134
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OFFICES
 Registered Office
 Other Offices
  MEETINGS OF STOCKHOLDERS
 Place of Meetings
 Annual Meetings
 Special Meetings




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Notice
 Nature of Business at Meetings of Stockholders




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provided however
 Adjournments
 Consent of Stockholders in Lieu of Meeting
 Quorum




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Voting
 Proxies




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List of Stockholders Entitled to Vote
 Record Date




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Stock Ledger
 Conduct of Meetings




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Inspectors of Election
  DIRECTORS
 Number of Directors
 Nomination of Directors




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provided however




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Vacancies
 Duties and Powers
 Meetings




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Organization
 Resignations and Removals of Directors




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Quorum
 Actions of the Board by Written Consent
 Meetings by Means of Conference Telephone




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Committees
 Compensation
 Interested Directors




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OFFICERS
 General




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Election
 Voting Securities Owned by the Corporation




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Chairman of the Board of Directors
 President
 Vice Presidents




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Secretary




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Treasurer
 Assistant Secretaries




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Assistant Treasurers
 Other Officers
  STOCK
 Form of Certificates




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Signatures
 Lost Certificates
 Transfers




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Dividend Record Date
 Record Owners




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Transfer and Registry Agents
  NOTICES
 Notices
 Waivers of Notice




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GENERAL PROVISIONS
 Dividends
 Disbursements
 Fiscal Year




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Corporate Seal
  INDEMNIFICATION
 Power to Indemnify in Actions, Suits or Proceedings other than Those by or in
the Right of the Corporation




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Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the
Corporation
 Authorization of Indemnification




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Good Faith Defined




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Indemnification by a Court
 Expenses Payable in Advance




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Nonexclusivity of Indemnification and Advancement of Expenses
 Insurance




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Certain Definitions




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Survival of Indemnification and Advancement of Expenses
 Limitation on Indemnification
 Indemnification of Employees and Agents
  AMENDMENTS
 Amendments




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Entire Board of Directors